KGHM Polska Miedz S.A. (KGH) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Agnieszka Winnik-Kalemba and I will be the chairperson of the Extraordinary General Meeting of KGHM Polska Miedz Spolka Akcyjna until the Chairman is selected. Welcome, everyone. I would like to welcome all the shareholders and all the Board members as well as the Supervisory Board members and the Board members who are being introduced -- named now. Let me give a warm welcome to the representatives of the media and employees of our company. The minutes of this Extraordinary General Meeting will be taken by notary [indiscernible]. Now I would like you to suggest candidates selected from the people attending the meeting. Andrzej Leganowicz, a stakeholder, owner of 1 share, and I would like to be the Chairman of the Extraordinary General Meeting. And if selected, I will assume the post. If there's no other candidates, there's only 1 candidate, Mr. Andrzej Leganowicz, who will be the Chairman of the Extraordinary General Meeting. Now I would like a representative of Programma Company that is handling the IT system to tell the shareholders how to handle the voting terminal.

Good morning, ladies and gentlemen. When you registered, you received 3 tags: green, meaning, yes; red, meaning against; and yellow for abstaining. And once the Chairman asks for voting, you shall wait until you see information on the blue screen to use your tag accordingly. And once you have used the tag, you will receive information that your vote has been cast. And when we have a secret ballot, there will only be information that a vote has been cast without any name attached to it. If you have more than one set, then you need to use all the tags that you have. If you have any questions, I will approach you to explain the procedure. So now I would like to take a secret ballot on selecting the chairperson of the Extraordinary General Meeting and that person would be [indiscernible]. [Voting]

Have all of you casted your votes? So the voting is over. Please give us the results. 113,075,691 votes cast: 111,908,465 in favor of no, vote against; 1,167,226 abstained. As a result of secret ballot, Mr. Andrzej Leganowicz has been selected Chairman of the Extraordinary General Meeting. And therefore, I am giving him the floor.

Thank you very much for entrusting me with the role of the Chairman of this Extraordinary General Meeting, and the first thing to do for me would be to sign the attendance list signed by the Chairman of the Extraordinary General Meeting. The list is available for anyone who would like to read the document. It will be possible throughout the extraordinary general meeting. By selecting the chairperson of the general meeting, we have done the point one on the agenda. And now we need to confirm that the extraordinary general meeting has been duly convened and has the capacity to adopt resolutions. And this meeting has been convened by request of shareholder, the state treasury and it has been posted on the company's website on the eighth of January this year and it is still there and the content of the announcement complies with the legal requirements. On the same day, the 8th of January this year, the company provided the latest report with the content of the announcement including also the financial instruments that are required, and that was Report #1 in 2024. And in report 2 from this year, the company submitted the suggested resolutions to be voted on or against during today's meeting. And the requirement -- the legal requirements have been published starting on the day of announcing the general meeting and none shareholder has used the right stemming from Article 401 and 402, which revolves around, including items on the agenda and submitting items on the agenda before the time of the extraordinary general meeting. And the meeting has been convened according to all the due legal requirements. And according to the statute of the company, the general meeting can adopt a legal binding documents if the quorum is represented. We have 588 of attending or represented shareholders 120,670,653 is the represented votes and the present capital and the seed capital represented here are represented on the -- in this room and today's meeting is held without the aid of electronic devices. All the voting will take place in C2 directly by the individuals attending the meeting. This meeting has been duly convened and has the capacity to adopt the resolutions. Please be informed that right now, here, we have the representatives of the media, as always, and I would like request you to introduce yourselves.

[indiscernible] from Polish Radio [indiscernible] Television.

[indiscernible] television [indiscernible] KGHM Television.

[indiscernible] and the local TV and the local press represented TVN24, the national TV and Lubin.pl.

If it's possible, please turn off your cell phones. Have all of you introduced yourself [indiscernible], photographer. Thank you very much. And is there any shareholder who would like to mention -- who has any objections to the presence of representatives of the media? Okay, no objections. And the Item 4 on the agenda is adoption of the agenda, and let me say what is ahead of us. So now we will adopt resolutions on changes in the composition of the Supervisory Board and adoption of the resolution incurring the cost of holding the extraordinary general meeting and closing of the meeting. Do you have any remarks to the agenda or any opinions on the content of the agenda? There aren't any. So now we are headed for voting on the adoption of the agenda and this is the -- so this is a resolution number -- and this will be numbered later on of the Extraordinary General Shareholders' Meeting of KGHM with its registered head office in Lubin. Regarding the adoption of the agenda, the following agenda will be hereby adopted and you know the items of the agenda, 7 items on the agenda. And Article 2 says that the resolution shall enter and forced upon adoption. Are there any remarks on the procedure of adopting the agenda? If there's no remarks, then so let's vote the draft of the resolution and the majority of vote counts. [Voting]

If any voters by proxy need more time, just please let us know. As far as I understand, everyone has already cast their votes. So the voting is now closed, and let's see the results. In total, 120,670,651 votes, of which votes in favor are 120,663,574 votes and 7,077 votes against. No abstaining votes, which means the resolution has been passed in an open ballot and the agenda has been just adopted. So let's move on to Item 5, adoption of resolutions on changes in the composition of the Supervisory Board. And we have to draft resolutions -- framework solutions. The first one is about dismissals from the Supervisory Board. The other framework resolution is about appointments for the Supervisory Board. The 2 drafts have been published on the website. And would anyone request reading the full text of those drafts. If not, then I take it that all of you -- everyone authorized to vote no to the content of those draft resolutions. First of all, let me inform you that all voting on dismissals and appointments for the Supervisory Board will be secret. And the Supervisory Board has 7 to 10 members. And those numbers are defined in the Articles of Association of the company. In addition, in 2014, the general meeting of the company passed the resolution, 27/2014. And that resolution specifies -- reconfirms the number of Supervisory Board members. That's it when it comes to general rules. As of now, we have 10 members, 3 of those members are appointed by the staff of the company. So first, we will open a list of proposed dismissals. And when we are done with voting on dismissals, we will move on to appointments. So now I open the list of proposals -- or proposals for dismissals. Do we have any proposals? The treasury -- State Treasury?

Good morning, everyone. Mr. Chairman, President. As the Chairman has said, it is the state treasury that requested a convention of this meeting, and we have -- actually, I should begin by saying that based on the Power of Attorney issued by Mr. Borys Budka, the Minister of State Assets, we submit a motion for dismissing the 7 members of the Supervisory Board appointed by the State Treasury. And that's Agnieszka Winnik-Kalemba, Katarzyna Krupa, Wojciech Zarzycki, Andrzej Kisielewicz, Marek Wojtkow, Radoslaw Zimroz and Piotr Ziubroniewicz. So that's the motion we are submitting for the dismissal of these persons from the Supervisory Board.

Thank you very much. As I understand, there are no other proposals. Does anyone wish to consult your voting with the parties you represent. If you do, how much time do you need?

Hello, I represent [indiscernible]. I need a few minutes, 5 to 10 minutes, 5 to 10.

5 to 10 minutes. So let's make it 10. Is 10 minutes -- okay, so 10 minutes break for the proxies to consult the parties they represent. And after that, we will resume. The meeting will resume shortly. So please notify everyone who's still taking their coffee to come and join us in the room. So the extraordinary general meeting is hereby resume. We are in Item 5 of the agenda or we have received 7 motions for dismissals from the Supervisory Board, and we will vote separately. We will vote each motion separately. And each vote will be secret. So -- and I have just received information from the technical services that we have updated attendance. And currently, we have 589 shareholders or proxies and the number of represented shares is 132,753,653. So this meeting is capable of passing resolutions. And the first vote will be about the dismissal of Mr. Andrzej Kisielewicz and the draft is as follows: the Extraordinary General Meeting of KGHM S.A., hereby dismisses Mr. Andrzej Kisielewicz from the Supervisory Board. And point 2 is this resolution takes effect upon its adoption. And the secret ballot begins now. [Voting]

Has everyone managed to vote. If yes, then the vote is now closed, and let's see the results. In the secret ballot voting, on the dismissal of Mr. Andrzej Kisielewicz, the total number of votes is 105,028,099 votes, of which votes for in favor of the resolution, that's 85,674,556; votes against 5,284,715; and votes abstaining, 14,068,882 which means that the resolution on dismissing Mr. Andrzej Kisielewicz from the Supervisory Board has just been adopted in a secret ballot. The next draft resolution in the dismissal series is about the dismissal of Katarzyna Krupa from the Supervisory Board. I understand, we have some technical difficulties. Is that correct? I've just been informed that one of the proxies -- that the votes by one of the proxies have not been counted -- have not been included in the final results. So there has been a proposal to repeat the voting. For the avoidance of doubt, I would like to propose to you a repeated vote on the resolution regarding Mr. Andrzej Kisielewicz. Does anyone object to the repeated voting? And the reason for the repeated voting is the fact that one of the voters has some doubts whether his votes have been counted. What does the Article of Association say about this? Is it allowed? Well, the articles do not address this issue. So I would like to ask the lawyers here for an opinion. So 5 minutes break. And we have a lawyer, who is supervising this meeting. If you could please approach us. So we resume and the situation is as follows. One of the shareholders persists that his vote has not been included in the results when we voted on dismissing Mr. Andrzej Kisielewicz. Our technical services tell us that as of now, the system works fine. So we have a proposal to have a test vote to see whether the technical services are right or not necessarily so. On the other hand, we have some doubts as to whether a repeated vote is allowed since the resolution has been passed already. So I have a following proposal. First, let's have a test vote to confirm whether the system works fine. And this will clarify at least one of the unknowns. So this is what we're going to do now, test vote. And now I'm asking the technical services, is there anything that we should know about the test vote? We have an open vote, and you can vote in favor or against or you can abstain. But this is a test vote. And please use all of the tokens you have received. So the test vote begins now. [Voting]

So you will need to use all of your tokens just to be on the safe side to prevent any doubts whether all the votes are being counted or not. Have you all managed to vote in the past vote? If you still need more time, please let us know. Apparently not. So the vote is closed. And the question to the technical services, when you look at these results, can you confirm that the voting system works fine. So we have just confirmed that the system works well. All the votes are being included in the results. So as I understand, the legal services tell us that the resolution on dismissing Mr. Andrzej Kisielewicz has been lawfully passed and it's binding. And therefore, we will not repeat the vote. And the comments that we received from the shareholder. That may have been an accident. It may have been intentional or not, it's hard to say. So that's it now when it comes to dismissing Mr. Andrzej Kisielewicz from the Supervisory Board. The next resolution that we will be voting on in a secret ballot, that's a resolution on dismissing Ms. Katarzyna Krupa from the Supervisory Board. And the draft of the resolution is as follows: the extraordinary general meeting of KGHM S.A. dismisses Mrs. Katarzyna Krupa from the Supervisory Board, Article 2, the resolution enters into force upon adoption. And the ballot is secret and please cast your vote now. [Voting]

Have all the authorized individuals cast their votes? If so, the voting is over and the result is as follows: 132,753,651 votes have been cast: in favor, 85,818,222; against, 32,381,154; and abstained, 14,554,275. Therefore, the resolution related to dismissing Katarzyna Krupa from the Supervisory Board has been adopted in a secret ballot. And now we have another draft resolution to dismiss Agnieszka Kalemba and the Extraordinary General Shareholder Meeting dismisses Ms. Agnieszka Winnik-Kalemba. Paragraph 2, the resolution shall enter into force upon adoption, and this is a secret ballot of the resolution. [Voting]

Have all the authorized individuals cast their votes? The voting is over. In total, 132,753,651 votes have been cast: in favor, 85,818,245; against, 32,381,154; and abstained, 14,554,252. Therefore, the resolution related to dismissing Agnieszka Winnik-Kalemba from the Supervisory Board has been adopted in a secret ballot. And now the draft resolution relates to dismissing from the Supervisory Board, Mr. Marek Wojtkow and this is a secret ballot on the following resolution. The Extraordinary General Shareholders' Meeting dismisses Mr. Marek Wojtkow from the Supervisory Board and the resolution shall enter into force upon adoption. Please cast your votes. [Voting]

Have all the authorized individuals cast their votes? So, the voting is over and please show the results. In total, 132,753,651 votes have been cast: in favor, 85,818,222; against, 32,381,154; and 14,554,275 abstained. And therefore, the resolution on dismissing Mr. Marek Wojtkow from the Supervisory Board has been adopted by the General Meeting in a secret ballot. And now draft resolution relates to dismissing Mr. Wojciech Zarzycki from the Supervisory Board and Paragraph 1 says that the Extraordinary General Shareholders' Meeting dismisses Mr. Wojciech Zarzycki from the Supervisory Board and Article 2 says that the resolution shall enter into force upon adoption. Let's start a secret ballot. [Voting]

Have all the authorized individuals cast their votes? The voting is over. In total, 132,753,651 votes have been cast: in favor, 85,818,222; against, 32,381,177; and abstained, 14,554,252. And therefore, the General Meeting has adopted a resolution on dismissing Wojciech Zarzycki from the supervisory board. And now the draft resolution will be voted on, and that is dismissing Mr. Radoslaw Zimroz from the Supervisory Board. Article 1 says that the Extraordinary Shareholders' Meeting of KGHM dismisses Mr. Radoslaw Zimroz and I suggest that the name is spelt like this, from the Supervisory Board, and the resolution shall enter into force upon adoption, and let's start a secret ballot. [Voting]

Have all the authorized individuals cast their votes? If so, the voting is over. In total, 132,753,651 votes have been cast: in favor, 85,818,245; against, 32,382,034; and abstained, 14,553,372. And therefore, the General Meeting has adopted a resolution on dismissing Mr. Radoslaw Zimroz from the Supervisory Board. And the last voting in this cycle will be about dismissing Piotr Ziubroniewicz. Article 1 says that the Extraordinary General Shareholders' Meeting of KGHM dismisses Mr. Piotr Ziubroniewicz from the Supervisory Board and the resolution shall enter into force upon adoption and lets us start a secret ballot. [Voting]

Have all the authorized individuals cast their votes? If so, the voting is over. In total, 132,753,651 votes have been cast: in favor, 85,818,245; against, 32,381,154; and abstained, 14,554,252. Therefore, the general meeting has adopted a resolution related to dismissing Mr. Piotr Ziubroniewicz from the Supervisory Board in a secret ballot. So this is the part related to dismissing the Supervisory Board members, and we are now heading with the appointment of the new members. And let me now inform you that yesterday, the State Treasurer submitted a letter to the company with information that the proxy that is operating during this extraordinary general meeting will present 7 candidates to the Supervisory Board whose names and bios have been reported in Report #7 from this year, submitted by the company yesterday. And the company has also received the announcements of the candidates as per the specimen used by the company. So let me now open the list of candidates. Please present your candidates. Now, the representative of the State Treasurer.

Good afternoon, ladies and gentlemen. Let me introduce my candidates. Of course, you have received in the documents related to the General Meeting, short bios of the people who would like -- who are the State Treasury candidates for the Supervisory Board, and they include -- let me just read out this list: Mr. Zbigniew Bryja, Aleksander Cieslinski, Zbyslaw Dobrowolski, Dominik Januszewski, Tadeusz Kocowski, Marian Noga and Piotr Prugar. I'm not certain if you know these individuals. Well, you had an opportunity to learn more about them in their showed bios. So the authorized shareholder changes its representatives. I will not dwell on the geopolitical situation that has affected us all. This change, and according to the Ministry and the Supervisory department for which I have the honor to work, the change will result in -- well, the supervisory members will be changed and the suggested candidates are a guarantee that the task of Supervisory Board members will be handled correctly and that they fulfill the formal conditions -- formal and legal conditions of being a supervisory board members, and they are also dependent. And as attested by them, before the State Treasurer, I have also received recently information announcement by Zbigniew Bryja as an update which -- so I think they all fulfill the conditions of the formal and legal requirements of candidates for the Supervisory Board of KGHM Polska Miedz S.A. Thank you very much.

Let me just ask if there are other candidates that you would like to suggest right now? So there's no other candidates. So the list closed now, and let me sum it up. The following candidates have been suggested: Zbigniew Bryja, Aleksander Cieslinski, Zbyslaw Dobrowolski, Dominik Januszewski, Tadeusz Kocowski, Marian Noga, Piotr Prugar. And all the candidates have submitted -- announced confirmations that they fulfill the criteria as in the specimen used by the company and in line with the documentation required by this general meeting. A question to the proxies. Do you need a technical break in order to consult the situation? No, there is no such need for a technical break. And let me just add that the announcements submitted by the candidates also relates to the independence criteria as per the statute of the company. Therefore, in this series, let us first vote in a secret ballot to appoint Zbigniew Bryja as member of the Supervisory Board. And I suggest that his name is used in the nominative case and Article 1 says that the Extraordinary General Shareholders' Meetings of KGHM Polska Miedz appoints Mr. Zbigniew Bryja. The resolution shall enter into force upon adoption, and we will be voting by secret ballot. Please cast your votes. [Voting]

Have all the authorized individuals cast their votes? So the voting is over. In total, 132,753,651 votes have been cast: in favor, 85,818,245; against, 32,385,107; and abstained, 14,550,299 votes. Therefore, the general meeting has adopted a resolution on appointing Mr. Zbigniew Bryja to the Supervisory Board. And now the draft that will be voted is appointing Mr. Aleksander Cieslinski to the Supervisory Board. Article 1 says the Extraordinary General Shareholders' Meeting of KGHM appoints Mr. Aleksander Cieslinski to the Supervisory Board. Article 2 says that the resolution shall enter into force upon adoption. Let's start a secret ballot. [Voting]

Have all the authorized individuals managed to cast their votes in this voting series? So the voting is over. In total, 132,753,651 votes have been cast: in favor, 85,818,245; against, 32,385,107; and abstained, 14,550,299. Therefore, the Supervisory Board -- the General Meeting has adopted the resolution of appointing Mr. Aleksander Cieslinski as Supervisory Board member. Now, we will be voting for or against appointing Mr. Zbyslaw Dobrowolski. The Extraordinary General Shareholders Meeting of KGHM appoints Mr. Zbyslaw Dobrowolski to the Supervisory Board and the resolution should enter into force upon adoption. Let's start a secret ballot. [Voting]

Have you all managed to cast your votes? So I close the vote. And the results are as follows: In total, 132,753,651 valid votes, of which votes in favor 85,818,245 votes; votes against, 32,385,107; and votes abstaining 14,550,299, which means that the Extraordinary Meeting passed the resolution of appointing Mr. Zbyslaw Dobrowolski into the Supervisory Board. Now Mr. Dominik Januszewski. Article 1 of the Extraordinary General Meeting of KGHM S.A. appoints Mr. Dominik Januszewski into the Supervisory Board, and this resolution shall enter into force upon its adoption. The secret ballot begins now. [Voting]

Have you all managed to cast your vote? If yes, then the vote is now closed. In total, 132,753,650 (sic) [ 132,753,651 ] valid votes, of which votes in favor of the resolution, 85,818,245; votes against, 32,395,107; and abstentions 14,550,298, which means that the Extraordinary General Meeting has adopted the resolution on appointing Mr. Dominik Januszewski into the Supervisory Board. The next resolution, Mr. Tadeusz Kocowski. Article 1 of the Extraordinary General Shareholders Meeting of KGHM appoints Mr. Tadeusz Kocowski into the Supervisory Board. Article 2, the resolution shall enter into force upon its adoption. The secret ballot begins now. [Voting]

Have you all managed to vote in this particular vote? If yes, then the voting is now closed. In total, 132,753,651 valid votes, of which votes in favor, 85,818,245; votes against, 32,385,107; and abstaining votes, 14,550,299, which means that the extraordinary general meeting in a secret ballot, passed the resolution appointing Mr. Tadeusz Kocowski into the Supervisory Board. The next candidate is Mr. Marian Noga. Article 1 of the draft resolution goes as follows: the extraordinary general shareholder meeting of KGHM S.A. appoints Mr. Marian Noga into the Supervisory Board. Article 2, the resolution shall enter into force upon its adoption. The secret ballot begins now. [Voting]

Have you all managed to cast your votes? So it seems. So the voting is now closed. In total, 132,753,651 valid votes, of which votes in favor of the resolution 85,818,245; votes against, 32,385,107; and abstaining votes, 14,550,299. I do confirm that the extraordinary general meeting in the secret ballot passed resolution appointing Mr. Marian Noga into the Supervisory Board. And last but not least, Mr. Piotr Prugar. The draft resolution goes as follows: the extraordinary general meeting of KGHM S.A. appoints Mr. Piotr Prugar into the Supervisory Board of the company. Article 2 says that the resolution shall enter into force upon its adoption. The secret ballot begins. Now please cast your vote. [Voting]

As I understand, all of you have managed to cast your vote, and let's see the results. The total number of valid votes is 132,753,651, of which votes in favor of the resolution, 85,819,102; votes against, 32,385,107; and abstaining votes, 14,549,442, which means that the Extraordinary Meeting in the secret ballot passed the resolution appointing Mr. Piotr Prugar into the Supervisory Board. So that's all appointments into the Supervisory Board, which is Item 5 on the agenda. Any comments or questions regarding this point of the agenda? If not, let's move on to #6, adoption of a resolution on incurring the cost of holding this extraordinary general meeting. The draft resolution goes as follows: the cost of covering and holding this extraordinary general meeting of KGHM S.A. shall be borne by the company. And the article says that the resolution shall enter into force upon its adoption. Any comments on questions on this? If not, let us vote. This is an open vote and a simple majority is sufficient. [Voting]

Have you all managed to cast your vote? If yes, then the vote is now closed. In total, 132,753,651 votes, of which votes in favor, 108,445,479; votes against, 24,226,828; and abstaining votes, 81,344. And this means that the resolution has been passed in an open vote, the resolution on incurring the cost of convening and holding this extraordinary general meeting. Any questions or comments as part of this extraordinary general meeting? If not, then let's move on to Item 7, which is the closure of the extraordinary general meeting. Thank you.